0001193125-14-056083 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 18th, 2014 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective February 14, 2014, (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and Houman Akhavan, an individual (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • February 18th, 2014 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is revised effective February 14, 2014, (the “Effective Date”) by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and David G. Robson, an individual (the “Executive”). This Agreement was initially effective on January 3, 2012 (the “Initial Effective Date”).

STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • February 18th, 2014 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • Delaware

This STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”), and , an individual resident of (“Participant”). This Stock Award is granted under the U.S. Auto Parts Network, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and is subject to the terms of that Plan. This Agreement represents the Company’s unfunded and unsecured promise to issue common stock of the Company, $0.001 par value (“Common Stock”), at a future date, subject to the terms of this Agreement and the Plan.

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